By William Gullotti
Buffalo, N.Y., Jan. 11 – Hopson Development Holdings Ltd. issued $250 million of 8% guaranteed convertible bonds due 2023 at par, according to a listing notice with an appended offering circular on Tuesday.
The convertibles will be guaranteed by subsidiary guarantors.
The bonds will be convertible on Dec. 20 and Dec. 21 into ordinary shares with a par of HK$0.10 at an initial conversion price of HK$20.16 per share.
The conversion price may be adjusted on either June 20 or Sept. 20 if the average market price falls below HK$19.28. The adjusted conversion price is subject to a floor of HK$15.42.
The bonds are callable in whole at par plus accrued interest at any time for taxation reasons or in the case that at least 90% of the issue has been converted, redeemed or repurchased and canceled.
Bondholders may exercise put options in cases of change of control, delisting or a free float event. A free float event will occur the first trading day where less than 25% of the issuer’s total number of issued shares are held by the public.
HSBC Ltd. is the global coordinator, lead manager and bookrunner for the Regulation S offering.
Proceeds will be used to refinance existing offshore debt and for general working capital.
Hopson is a residential real estate company based in Guangzhou, China.
| Issuer: | Hopson Development Holdings Ltd.
|
| Guarantors: | Subsidiary guarantors
|
| Amount: | $250 million
|
| Issue: | Guaranteed convertible bonds
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| Maturity: | Jan. 6, 2023
|
| Bookrunner: | HSBC Ltd.
|
| Counsel to issuer: | Latham & Watkins LLP (English), MinterEllison LLP (HK), Zhong Lun Law Firm (China), Conyers Dill & Pearman (BVI)
|
| Counsel to bookrunner: | Clifford Chance (English), King & Wood Mallesons (China)
|
| Coupon: | 8%
|
| Price: | Par
|
| Yield: | 8%
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| Conversion price: | HK$20.16; adjustable on June 20 and Sept. 20 if the average market price is less than HK$19.28; adjusted price subject to floor of HK$15.42
|
| Calls: | In whole at par plus interest if at least 90% of the issue has been converted, redeemed or repurchased and canceled; at any time in whole at par plus interest for taxation reasons
|
| Change of control: | At par plus interest
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| Delisting/free float: | At par plus interest
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| Pricing date: | Jan. 6
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| Issue date: | Jan. 10
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| Listing date: | Jan. 11
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| Distribution: | Regulation S
|
| Stock symbol: | Hong Kong: 754
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| Stock price: | HK$19.28 at close on Dec. 8
|
| ISIN: | XS2420034113
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